As filed with the Securities and Exchange Commission on
October 19, 2020
Registration No. 333-_____
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
WEC ENERGY GROUP, INC.
(Exact name of registrant as specified in its charter)
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Wisconsin |
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39-1391525 |
(State or other jurisdiction of
incorporation or organization) |
|
(I.R.S. Employer Identification No.) |
231 West Michigan Street, P.O. Box 1331
Milwaukee, Wisconsin 53201
(414) 221-2345
(Address, including zip code, and telephone number, including area
code, of registrant's principal executive offices)
Anthony Reese
Vice President and Treasurer
231 West Michigan Street, P.O. Box 1331
Milwaukee, Wisconsin 53201
(414) 221-2345
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
The Commission is requested to mail signed copies of all orders,
notices and communications to:
Eric A. Koontz
Troutman Pepper Hamilton Sanders LLP
600 Peachtree Street, N.E., Suite 3000
Atlanta, Georgia 30308
Approximate date of commencement of proposed sale to the
public: From time to time, after this Registration
Statement becomes effective as the registrant shall determine, in
light of market conditions and other factors.
If the
only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, please
check the following box. ¨
If any of
the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act of 1933, other than securities offered only in
connection with dividend or interest reinvestment plans, check the
following box. x
If this
Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities
Act, please check the following box and list the Securities Act
registration statement number of the earlier effective registration
statement for the same offering. ¨
If this
Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following
box and list the Securities Act registration statement number of
the earlier effective registration statement for the same
offering. ¨
If this
Form is a registration statement pursuant to General
Instructions I.D. or a post-effective amendment thereto that shall
become effective upon filing with the Commission pursuant to
Rule 462(e) under the Securities Act, check the following
box. x
If this
Form is a post-effective amendment to a registration statement
filed pursuant to General Instruction I.D. filed to register
additional securities or additional classes of securities pursuant
to Rule 413(b) under the Securities Act, check the
following box. ¨
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, a
smaller reporting company, or an emerging growth company. See the
definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company” and “emerging growth company” in
Rule 12b-2 of the Exchange Act.
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Large
accelerated filer x |
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Accelerated filer
¨ |
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Non-accelerated
filer ¨ |
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Smaller reporting company
¨ |
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Emerging growth
company ¨ |
|
|
If an
emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided
pursuant to Section 7(a)(2)(B) of the Securities
Act. ¨
CALCULATION OF REGISTRATION FEE
Title of Each Class
of Securities
to be Registered |
|
Amount
to be
Registered (1) |
|
Proposed
Maximum Offering
Price
Per Unit (2) |
|
Proposed
Maximum
Aggregate
Offering Price (2) |
|
Amount of
Registration
Fee(3) |
|
|
Common Stock, $0.01 par value per share |
|
2,500,000 shares |
|
$ |
98.76 |
|
$ |
246,900,000 |
|
$ |
26,937 |
|
(1) Includes 1,556,331 unsold shares from the registrant’s
Registration Statement on Form S-3, filed with the Commission
on October 20, 2017 (SEC File No. 333-221033), for which
this Registration Statement is being filed pursuant to
Rule 415(a)(5) of the Securities Act of 1933, as amended
(the “Securities Act”). Pursuant to Rule 415(a)(6), the
offering of the unsold shares registered under the October 20,
2017 Registration Statement will be deemed terminated as of the
date of effectiveness of this Registration Statement. This
Registration Statement also includes such indeterminate number of
shares of common stock as may be issued as the result of adjustment
due to a share dividend, share split, recapitalization or other
similar event.
(2) Estimated solely for the purpose of calculating the
registration fee pursuant to Rule 457(c) under the
Securities Act and based on the average of the high and low common
stock prices on the New York Stock Exchange consolidated reporting
system on October 13, 2020.
(3) Pursuant to Rule 457(p) under the Securities
Act, $14,323 of this amount is being paid with the filing of this
Registration Statement; the balance is paid by offset of $12,614 of
the filing fee paid with the October 20, 2017 Registration
Statement.
PROSPECTUS
WEC Energy Group, Inc.
Stock Plus Investment Plan
WEC Energy Group, Inc. is pleased to offer you the opportunity
to participate in the Stock Plus Investment Plan (“Stock Plus”), a
convenient and low cost stock purchase and dividend reinvestment
plan available to new investors for making initial investments in
WEC Energy Group common stock and to current stockholders for
increasing their holdings of WEC Energy Group common stock.
The plan offers:
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a simple, cost-efficient method for
purchasing WEC Energy Group common stock; |
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a convenient way to increase your
ownership over time by reinvesting dividends; |
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the opportunity to buy additional
shares through optional cash investments; |
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a way to make automatic monthly
investments electronically; |
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safekeeping of stock
certificates; |
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low cost sale of plan shares;
and |
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easy account access. |
Your investment will be used to purchase both whole and partial
shares. You do not have to be a current WEC Energy Group
stockholder to begin to participate.
This prospectus relates to 2,500,000 shares of WEC Energy Group
common stock, par value $.01 per share, to be offered for purchase
under the plan registered by our registration statement that became
effective October 19, 2020. WEC Energy Group common stock is
listed under the trading symbol “WEC” on the New York Stock
Exchange.
See “Risk Factors” on page 3 for certain risks to consider
before participating in Stock Plus or before purchasing shares of
WEC Energy Group common stock.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these
securities or determined if this prospectus is truthful or
complete. Any representation to the contrary is a criminal
offense.
The principal executive offices of WEC Energy Group, Inc. are
located at 231 West Michigan Street, P.O. Box 1331, Milwaukee,
Wisconsin 53201, and our telephone number is (414) 221-2345.
You should read this prospectus carefully and retain it for
future reference.
The date of this prospectus is October 19, 2020.
The section of this prospectus titled “Information About Stock
Plus” sets forth the terms and conditions of the plan, as amended,
presented in question-and-answer format. Please read this
prospectus, including Appendix A, carefully and keep it and
any account statements for future reference. If you have any
questions about Stock Plus, please call the plan administrator,
Computershare Trust Company, N.A., at (800) 558-9663.
Service representatives are available from 7:00 a.m. to 7:00
p.m. Central time on business days. An automated
voice-response system also provides information 24 hours a day,
seven days a week.
The administrator will purchase shares of WEC Energy Group common
stock for the plan either in the open market or directly from WEC
Energy Group, as we determine from time to time. Your purchase
price for shares purchased under the plan will be the average price
paid by the administrator for all shares purchased for all
investors with respect to the relevant investment date.
This prospectus is not an offer to sell securities, nor is it an
offer to buy securities, in any state or country where the offer or
sale is not permitted.
We have not authorized any person to give you any information
that is different from, or in addition to, that contained or
incorporated by reference in this prospectus. If given any such
information, you should not rely on it.
To the extent required by applicable law in any jurisdiction,
shares offered through Stock Plus are offered only through a
registered broker-dealer in that jurisdiction.
You should not assume that the information in this prospectus is
accurate as of any time subsequent to the date of this
prospectus.
TABLE OF CONTENTS
STOCK PLUS INVESTMENT PLAN
PROSPECTUS SUMMARY
Because this is a summary, it does not contain all the information
that may be important to you. You should read the entire prospectus
for more details before you decide to participate in Stock Plus or
invest in shares of WEC Energy Group common stock.
Enrollment: You may enroll in the plan online at
www.computershare.com/investor or by using an enrollment
form that can be obtained by calling the plan administrator at
(800) 558-9663. You will become a participant after a
properly completed enrollment form has been received and accepted
by the administrator or after you enroll online.
Dividends: You have the option of receiving or reinvesting
all of the dividends on the shares in your plan account or
registered in your name. You also have the option of reinvesting a
portion of the dividends on the shares in your plan account or
registered in your name (between 10% and 100%). Any uninvested
dividends will be sent to you by check.
Optional Cash Investments: You can invest additional funds
in the plan by sending a check to the plan administrator or
electing to have funds automatically withdrawn from your qualified
bank account every month. The minimum investment amount per single
investment and the maximum investment amount per calendar year are
set forth in Appendix A. If an account deposit for an
optional cash investment is returned unpaid or your bank account
from which funds are automatically withdrawn does not have
sufficient funds for the authorized monthly deduction, the
investment will be considered “void” and any shares credited to
your account in anticipation of receiving the payment will be sold
to cover in full the transaction cost and service charge.
Additional shares may be sold from your account as may be necessary
to recover in full any uncollected balance.
Fees: If you participate in Stock Plus, you will bear the
cost of your use of certain features of the plan as set forth in
Appendix A, including processing fees and service charges
for purchasing and selling plan shares.
Book-Entry Shares: Your shares will be held for your benefit
by the plan administrator in “book-entry” form. You may request
that a stock certificate for some or all of your whole shares be
issued to you without withdrawing from the plan, or upon withdrawal
from the plan. You may send any WEC Energy Group stock certificates
you currently hold to the plan administrator for safekeeping and
credit to your plan account.
Loan Collateral: Shares held in your plan account cannot be
used as collateral for a loan. If you wish to use the shares as
collateral, you must request the plan administrator to issue you a
stock certificate for the shares in your name.
Sale of Plan Shares: You may request the plan administrator
to sell all or a portion of the shares in your account. The plan
administrator will arrange to sell your shares on the open market
through a registered securities broker-dealer after receiving your
request and remit the proceeds to you shortly thereafter, less a
processing fee, expenses of sale (including any service charge) and
any applicable transfer tax.
Gifts or Transfer of Shares: You may transfer some or all of
your plan shares to new or existing shareholders.
Changing or Terminating Plan Participation: You may withdraw
or sell a portion of your shares in the plan (without terminating
participation) or terminate participation by using the stub on your
account statement, writing a letter, calling the plan
administrator, or visiting the plan administrator’s web site.
Account Statement: You will receive an account activity
statement after each investment or other transaction. In addition,
you will receive the same communications sent to all other
stockholders, such as annual reports and proxy statements. You will
also receive any Internal Revenue Service forms that may be
required for income tax purposes.
Administrator: The plan administrator is Computershare Trust
Company, N.A. Certain administrative support services to the plan
administration will be performed by its affiliate,
Computershare, Inc. The plan administrator can be contacted as
follows:
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Internet: |
www.computershare.com/investor |
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Mail: |
WEC Energy Group, Inc. |
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c/o Computershare |
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P.O. Box 505000 |
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Louisville, KY 40233-5000 |
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Telephone: |
(800) 558-9663 |
Plan Termination: WEC Energy Group may amend, modify,
suspend or terminate the plan at any time, including the period
between a record date and a dividend payment date. As appropriate,
participants will receive notice of any material amendment or
modification, or of any suspension or termination.
Use of Proceeds: WEC Energy Group does not receive any
proceeds from shares acquired by the plan administrator in the open
market. To the extent that shares for the plan are purchased from
WEC Energy Group, we expect to use the net proceeds from these
purchases for general corporate purposes.
RISK FACTORS
Investing in the securities of WEC Energy Group involves risk.
Please see the risk factors, including those related to the
COVID-19 pandemic, under the heading “Risk Factors” in Item 1A of
our Annual Report on Form 10-K for the year ended
December 31, 2019 and Item 1A of our Quarterly Reports on
Form 10-Q for the quarters ended March 31, 2020 and
June 30, 2020, which are incorporated by reference in this
prospectus. Before making an investment decision, you should
carefully consider these risks as well as other information
contained or incorporated by reference in this prospectus. The
risks and uncertainties described are not the only ones facing us.
Additional risks and uncertainties not presently known to us or
that we currently deem immaterial may also impair our business
operations, financial results, and the value of our securities. We
may update the risks we are facing in future filings we make under
the Securities and Exchange Act of 1934, as amended (“Exchange
Act”), which future reports are incorporated by reference into this
prospectus.
CAUTIONARY STATEMENT REGARDING
FORWARD-LOOKING INFORMATION
We have included or may include statements in this prospectus
(including documents incorporated by reference) that constitute
forward-looking statements within the meaning of Section 27A
of the Securities Act of 1933, as amended (“Securities Act”), and
Section 21E of the Exchange Act. Any statements that express,
or involve discussions as to, expectations, beliefs, plans,
objectives, goals, strategies, assumptions or future events or
performance may be forward-looking statements. Also,
forward-looking statements may be identified by reference to a
future period or periods or by the use of forward-looking
terminology such as “anticipates,” “believes,” “could,”
“estimates,” “expects,” “forecasts,” “goals,” “guidance,”
“intends,” “may,” “objectives,” “plans,” “possible,” “potential,”
“projects,” “seeks,” “should,” “targets,” “will” or similar terms
or variations of these terms.
We caution you that any forward-looking statements are not
guarantees of future performance and involve known and unknown
risks, uncertainties, and other factors which may cause our actual
results, performance, or achievements to differ materially from the
future results, performance or achievements we have anticipated in
the forward-looking statements.
In addition to the assumptions and other factors referred to
specifically in connection with those statements, factors that
could cause our actual results to differ materially from those
contemplated in any forward-looking statements include, but are not
limited to: general economic conditions, including business and
competitive conditions in WEC Energy Group’s service territories;
timing, resolution and impact of rate cases and other regulatory
decisions; WEC Energy Group’s ability to continue to successfully
integrate the operations of its subsidiaries; the extent, duration
and impact of the COVID-19 pandemic; availability of our generating
facilities and/or distribution systems; unanticipated changes in
fuel and purchased power costs; key personnel changes; varying
weather conditions; continued industry restructuring and
consolidation; continued advances in, and adoption of, new
technologies that produce power or reduce power consumption; energy
and environmental conservation efforts; our ability to successfully
acquire and/or dispose of assets and projects; cyber-security
threats and data security breaches; construction risks; equity and
bond market fluctuations; changes in WEC Energy Group’s and its
subsidiaries’ ability to access the capital markets; the impact of
tax reform and any other legislative and regulatory changes,
including changes to environmental standards; political
developments; current and future litigation and regulatory
investigations, proceedings or inquiries; changes in accounting
standards; the financial performance of American Transmission
Company as well as projects in which WEC Energy Group’s energy
infrastructure business invests; the ability of WEC Energy Group to
obtain additional generating capacity at competitive prices;
goodwill and its possible impairment; and other factors described
under the heading "Factors Affecting Results, Liquidity and Capital
Resources" in Management's Discussion and Analysis of Financial
Condition and Results of Operations and under the headings
“Cautionary Statement Regarding Forward-Looking Information” and
"Risk Factors" contained in WEC Energy Group’s Form 10-K for
the year ended December 31, 2019, and in subsequent reports
filed with the Securities and Exchange Commission. Any
forward-looking statement speaks only as of the date on which that
statement is made, and we do not undertake any obligation to update
any forward-looking statement to reflect events or circumstances,
including unanticipated events, after the date on which that
statement is made.
Although we have estimated the economic impacts of the
COVID-19 pandemic on our business and have factored such impacts
into our projections, the extent to which the COVID-19 pandemic may
affect us depends on factors beyond our knowledge or control.
Therefore, the ultimate impact of the COVID-19 pandemic on our
business plans and operations, liquidity, financial condition and
results of operations could vary from our current
projections.
THE COMPANY
WEC Energy Group, Inc. was incorporated in the State of
Wisconsin in 1981 and became a diversified holding company in 1986.
On June 29, 2015, we acquired 100% of the outstanding common
shares of Integrys Energy Group, Inc. and changed our name to
WEC Energy Group, Inc.
Our wholly owned subsidiaries are primarily engaged in the business
of providing regulated electricity service in Wisconsin and
Michigan and regulated natural gas service in
Wisconsin, Illinois, Michigan and Minnesota. We also have an
approximately 60% equity interest in American Transmission Company
LLC (“ATC”), a regulated electric transmission company.
Additionally, we own majority interests in several wind generating
facilities as part of our non-utility energy infrastructure
business. At June 30, 2020, we conducted our operations in the
six reportable segments discussed below.
Wisconsin Segment: The Wisconsin segment includes the
electric and natural gas operations of Wisconsin Electric Power
Company (“WE”), Wisconsin Gas LLC, Wisconsin Public Service
Corporation, and Upper Michigan Energy Resources Corporation. At
June 30, 2020, these companies served approximately 1,632,000
electric customers and 1,478,200 natural gas customers.
Illinois Segment: The Illinois segment includes the
natural gas operations of The Peoples Gas Light and Coke Company
(“PGL”) and North Shore Gas Company, which provide natural gas
service to customers located in Chicago and the northern suburbs of
Chicago, respectively. At June 30, 2020, these companies
served approximately 1,035,000 natural gas customers. PGL also owns
and operates a 38.8 billion cubic feet natural gas storage field in
central Illinois.
Other States Segment: The other states segment
includes the natural gas operations of Minnesota Energy Resources
Corporation, which serves customers in various cities and
communities throughout Minnesota, and Michigan Gas Utilities
Corporation, which serves customers in southern and western
Michigan. These companies served approximately 421,400 natural gas
customers at June 30, 2020.
Electric Transmission Segment: The electric
transmission segment includes our approximately 60% ownership
interest in ATC, which owns, maintains, monitors, and operates
electric transmission systems primarily in Wisconsin,
Michigan, Illinois, and Minnesota, and our approximately 75%
ownership interest in ATC Holdco, LLC, a separate entity formed to
invest in transmission-related projects outside of ATC’s
traditional footprint.
Non-Utility Energy Infrastructure Segment: The
non-utility energy infrastructure segment includes the operations
of W.E. Power, LLC, which owns and leases electric power generating
facilities to WE; Bluewater Natural Gas Holding, LLC, which owns
underground natural gas storage facilities in southeastern
Michigan; and WEC Infrastructure LLC (“WECI”). At June 30,
2020, WECI held our 90% ownership interest in Bishop Hill Energy
III LLC, a wind generating facility located in Henry
County, Illinois; our 80% ownership interest in Coyote Ridge
Wind, LLC, a wind generating facility located in Brookings County,
South Dakota; and our 90% ownership interest in Upstream Wind
Energy LLC, a wind generating facility located in Antelope County,
Nebraska.
In August 2019, WECI signed an agreement to acquire an 80%
ownership interest in Thunderhead Wind Energy LLC (“Thunderhead”),
an approximately 300 MW wind generating facility under construction
in Antelope and Wheeler counties in Nebraska. In January 2020,
WECI signed an agreement to acquire an 80% ownership interest in
Blooming Grove Wind Energy Center LLC (“Blooming Grove”), an
approximately 250 MW wind generating facility under construction in
McLean County, Illinois. In February 2020, WECI agreed to
acquire an additional 10% ownership interest in both Thunderhead
and Blooming Grove. In addition, in July 2020, WECI signed an
agreement to acquire an 85% ownership interest in Tatanka Ridge
Wind, LLC (“Tatanka Ridge”), an approximately 155 MW wind
generating facility under construction in Deuel County, South
Dakota. WECI's investments in Thunderhead, Blooming Grove and
Tatanka Ridge are expected to qualify for production tax credits
and 100% bonus depreciation.
Corporate and Other Segment: The corporate and other
segment includes the operations of the WEC Energy Group holding
company, the Integrys Holding, Inc. holding company, the
Peoples Energy, LLC holding company, Wispark LLC, WEC Business
Services LLC, and WPS Power Development, LLC. This segment also
includes Wisvest LLC and Wisconsin Energy Capital Corporation,
which no longer have significant operations.
WEC Business Services LLC is a wholly owned centralized service
company that provides administrative and general support services
to our regulated utilities, as well as certain services to our
nonregulated entities. WPS Power Development, LLC owns distributed
renewable solar projects. Wispark LLC develops and invests in real
estate and had $32.3 million in real estate holdings at
June 30, 2020.
For a further description of our business and our corporate
strategy, see our Annual Report on Form 10-K for the year
ended December 31, 2019, as well as the other documents
incorporated by reference.
Our principal executive offices are located at 231 West
Michigan Street, P.O. Box 1331, Milwaukee, Wisconsin
53201. Our telephone number is (414) 221-2345. Stockholders
may call the plan administrator at (800) 558-9663 to speak with a
service representative about their account.
INFORMATION ABOUT STOCK
PLUS
The following questions and answers explain and constitute the
Stock Plus plan.
1. What is the Stock Plus
Investment Plan?
The plan is a convenient and cost-effective stock purchase plan
available to new investors for making an initial investment in WEC
Energy Group common stock and to existing investors for increasing
their holdings of WEC Energy Group common stock by reinvesting
dividends or making optional cash investments from time to
time.
2. Who is eligible to
participate in Stock Plus?
Any person or entity, whether or not a current registered
stockholder of WEC Energy Group, is eligible to participate in the
plan. Holders of WE preferred stock may also participate in the
plan, including having their cash dividends on WE preferred stock
reinvested in shares of WEC Energy Group common stock. Persons or
entities that reside outside the U.S. may participate if their
participation does not violate local laws or regulations applicable
to WEC Energy Group or the participant or that would affect the
terms of the plan. We reserve the right to terminate the
participation of any participant if we deem it advisable. All
investments must be submitted in U.S. funds and drawn on a U.S.
bank.
3. How do I enroll in the
plan?
You may join the plan by enrolling online via Investor Center at
www.computershare.com/investor. Alternatively, an enrollment form
must be completed and returned to the plan administrator. You will
become a participant after a properly completed enrollment form has
been received and accepted by the administrator or after you enroll
online. If you do not currently hold WEC Energy Group common stock,
include your initial investment (in U.S. dollars) in the form of a
check. An enrollment form may be obtained by calling the plan
administrator at (800) 558-9663.
If your shares of WEC Energy Group common stock are registered in
the name of a bank, broker or other nominee, you may enroll in the
plan under the same terms as a new investor, or arrange for the
registered holder to register at least one share directly in your
name in order to reinvest dividends or make optional cash
investments.
4. What are my investment
options?
Your participation options are as follows. You may make optional
cash investments from time to time under any of the investment
options.
Full Dividend Reinvestment. If you select this option, all
dividends on shares registered in your name or held in your plan
account will be applied toward the purchase of more shares of WEC
Energy Group common stock.
Partial Dividend Reinvestment. Under this option, you may
elect to reinvest between 10% and 100% of the dividends on shares
registered in your name or held in your plan account. You may not
specify a dollar amount to be invested. Any uninvested dividends
will be sent to you in the form of a check.
Optional Cash Investments Only. By electing this option,
dividends will be paid to you in cash, but you may make optional
cash investments from time to time, up to the maximum specified in
Appendix A, to purchase additional shares of WEC Energy
Group common stock.
Automatic Investment Option. This election may be used in
combination with any of the investment options. Under this option,
you may deduct payments from your checking or savings account
automatically once each month by electronic means for investment in
the plan as optional cash investments. You must allow 30 days to
initiate this feature or to make any changes in the amount to be
invested or bank account from which the funds are withdrawn.
If no option is specified on the enrollment form, Full Dividend
Reinvestment will apply. You can change your investment
election online at www.computershare.com/investor or by
either submitting a new enrollment form or by calling the plan
administrator at (800) 558-9663.
See Appendix A for investment minimums and maximums as well
as applicable service charges and processing fees. See Question 5
for further information about optional cash investments.
5. How do I make optional
cash investments? How much can I invest?
You may make optional cash investments by the following means:
Investment by Check. You may make optional cash investments
in WEC Energy Group common stock by sending to the plan
administrator a check for the purchase of additional shares. The
check must be made payable to “Computershare/WEC Energy Group” in
U.S. dollars and drawn on a U.S. bank. If you are not in the United
States, contact your bank to verify that they can provide you with
a certified check that clears through a U.S. bank and can print the
dollar amount in U.S. funds. Due to the longer clearance period, we
are unable to accept checks clearing through non-U.S. banks. The
plan administrator will not accept third party checks, money
orders, or traveler’s checks. All checks should be sent to the plan
administrator at the address listed on the tear-off form attached
to each statement you receive, or if making an investment when
enrolling, should be sent with the enrollment form. See Appendix
A for applicable fees.
Online Investment. At any time, you may make an optional
cash investment through the plan administrator’s website,
www.computershare.com/investor, by authorizing a one-time online
bank debit from your checking or savings account at a qualified
financial institution. You should refer to the online confirmation
for the account debit date and investment date. See Appendix
A for applicable fees.
Automatic Investment Option. As an alternative to making
optional cash investments via check or one-time Online Investment,
you may elect to have funds automatically withdrawn every month
from your checking or savings account at a qualified financial
institution. You may elect the automatic cash withdrawal option by
simply logging into your account online or by completing the
appropriate sections on the Direct Debit Authorization form,
signing it and submitting it to the plan administrator. You may
change the amount of money authorized for withdrawal or terminate
an automatic monthly withdrawal of funds by notifying the plan
administrator in writing or over the internet. To be effective, the
new automatic investment option form must be received by the plan
administrator not less than 30 days before the effective date of
the withdrawal. It is your responsibility to immediately notify the
administrator of any changes in bank account or other information
as it relates to your automatic investment option authorization.
You may call (800) 558-9663 and request a new Direct Debit
Authorization form. See Appendix A for applicable fees.
Minimum and Maximum Amounts for Optional Cash Investments.
See Appendix A for the minimum and maximum permitted amounts
for voluntary cash investments.
Payments with Insufficient Funds. There is a service charge,
as listed in Appendix A, imposed for any check or other
deposit for an optional cash investment returned unpaid. If the
deposit is returned, or the bank account designated under either
the Automatic Investment Option or Online Investment does not have
sufficient funds for the authorized monthly deduction, the
investment will be considered “void” and any shares credited to
your account in anticipation of receiving the payment will be sold
to cover the transaction cost and the service charge. If the net
proceeds of the sale of such shares are insufficient to recover in
full the uncollected amounts, additional shares as may be necessary
to recover in full the uncollected balance may be sold from your
account.
6. What is the source of the
WEC Energy Group stock offered under the plan?
The administrator will purchase shares of WEC Energy Group common
stock for the plan in the open market or, if we so determine, the
administrator will purchase original issue shares or treasury
shares from WEC Energy Group. We will decide whether shares are to
be purchased from WEC Energy Group or in the open market based on
WEC Energy Group’s need for common equity and any other factors we
consider to be relevant from time to time. Any determination we
make to alter the manner in which shares will be purchased for the
plan, and implementation of any such change, will comply with
applicable SEC regulations and interpretations then in effect. At
this time, we do not anticipate that we will instruct the plan
administrator to purchase original issue or treasury shares.
All dividend funds to be reinvested and optional cash payments from
all participants in the plan are commingled to purchase shares.
Open market purchases will be made on the New York Stock Exchange
or any other securities exchange where WEC Energy Group common
stock may be traded, in the over-the-counter market, or by
negotiated transactions. The plan administrator makes all decisions
as to price, delivery and any other matters related to purchases in
the open market.
Original issue shares or treasury shares will be purchased directly
from WEC Energy Group.
You should be aware that the share price may fluctuate between
the time your purchase instruction is received by the plan
administrator and the time the purchase is made.
7. When are shares purchased
under the plan?
Optional Cash Investments. Purchases for optional cash
investments are made twice each month, beginning on the first and
the fifteenth day of each month, or the next business day if the
first or the fifteenth falls on a weekend or holiday. Depending on
the number of shares being purchased and current trading volume in
the shares, purchases may be executed in multiple transactions and
may be made over more than one day. Your cash investment must reach
the plan administrator at least one business day before an
investment date. If your investment is received too late to be
invested on a particular investment date, it will be held until the
next investment date, without interest.
You may cancel your investment up to two business days before an
investment date by calling the plan administrator. After that time,
the administrator may, at its own discretion, accept requests to
revoke purchase instructions.
Automatic Investment Option. If you participate in the
automatic investment option, your investment will be deducted from
your bank account on the 25th day of the month, or if such date is
not a business day, on the next business day, and invested on the
first business day of the following month.
Dividend Reinvestments. Dividends reinvested under the plan
are invested on the dividend payment dates, generally March 1,
June 1, September 1, and December 1, or the first
business day following a payment date.
When purchasing shares on the open market, the plan administrator,
at its discretion, may purchase the shares over a period of several
days in order to minimize price fluctuations.
The plan administrator will make every effort to invest funds in
common stock as soon as practicable on or after each investment
date. In the event that any portion of any cash dividends or
initial or optional cash investments paid to the plan administrator
under the plan is not invested within 30 days after the dividend
payment date or within 35 days after receipt of cash investments,
that portion will be returned to the participants affected without
interest.
Upon notification by WEC Energy Group of a pending dividend payment
date, the plan administrator may, at its discretion, purchase
common stock beginning three business days in advance of the
dividend payment date.
8. Are there fees associated
with participation?
Yes. The plan administrator will deduct a service charge and/or
processing fee for each transaction made for you, whether the
transaction is a reinvestment of dividends, a purchase of shares,
or a sale of shares. Please see Appendix A for all service
charges and processing fees.
9. How is my purchase price
determined?
All funds to be invested on each investment date will be
aggregated, each investor will be charged the same purchase price
for each purchase type, and shares purchased under the plan are
currently purchased in the open market, but could be original issue
shares or treasury shares purchased directly from WEC Energy
Group.
Share purchases in the open market may be made on any stock
exchange where WEC Energy Group common stock is traded, in the
over-the-counter market, or by negotiated transactions on such
terms as the plan administrator may reasonably determine. Neither
WEC Energy Group nor any participant will have any authority or
power to direct the date, time or price at which shares may be
purchased by the plan administrator. If shares are purchased on the
open market, the plan administrator may combine participant
purchase requests with other purchase requests received from other
participants and will generally batch purchase types (reinvested
dividends and optional cash investments) for separate execution by
the plan administrator’s broker. The plan administrator may also
direct its broker to execute each purchase type in several batches
throughout a trading day. Depending on the number of shares being
purchased and current trading volume in the shares, the plan
administrator’s broker may execute purchases for any batch or
batches in multiple transactions and over more than one day. If
different purchase types are batched, the price per share of the
common shares purchased for each participant’s account, whether
purchased with reinvested dividends, with initial cash investments,
or with optional cash, shall be the weighted average price of the
specific batch for such shares purchased by the plan
administrator’s broker on that investment date.
If shares are purchased directly from WEC Energy Group, your price
is the average of the high and low sales prices as reported on the
New York Stock Exchange consolidated reporting system for the
investment date.
10. How many shares of WEC
Energy Group stock will be purchased for my account?
The number of whole shares and any fractional share credited to
your plan account will be based on the amount you invest divided by
the purchase price of the shares, less any applicable fees. This
applies to shares purchased with either optional cash investments
or reinvested dividends. Future dividends will be calculated on
your total holdings of both whole and fractional shares of WEC
Energy Group common stock.
11. Will I receive any
confirmation of the purchase?
You will receive an account statement which will show details of
the investment, including investment date, investment amount,
shares purchased, purchase price and ending account balance. The
statement will also reflect the cost basis of any shares acquired
after January 1, 2011, and should be retained for tax
purposes. Please retain these statements to assist you in
establishing the tax basis of your stock. The statement also
includes a stub which you may use for future optional cash
investments or to sell or withdraw shares. Statements are mailed
within five business days after an investment.
12. Will I receive stock
certificates? Can I deposit stock certificates I currently hold for
safekeeping?
Book-Entry Shares; Certificates Upon Request. Your shares
will be held for your benefit by the plan administrator in
“book-entry” form. You may request that a stock certificate for
some or all of your whole shares be issued to you without
withdrawing from the plan, or upon withdrawal from the plan. A
processing fee (and customer service fee, if assistance is
required) as described in Appendix A will be charged for
stock certificates. You may make such a request by:
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using the tear-off form attached to the account statement; |
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calling the plan administrator at (800) 558-9663; |
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· |
writing to the plan administrator at the address listed in
Question 18;and |
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via the Internet at www.computershare.com/investor. |
Certificates are normally issued to participants within five
business days after receipt of the request. Holding your plan
shares in the form of a stock certificate does not affect your
dividend option. For example, if you elected to participate under
the Full Dividend Reinvestment option, dividends on all
shares will continue to be reinvested. No certificates will be
issued for fractional shares of common stock. Instead, fractional
shares will be sold and you will receive the net proceeds from the
sale of your fractional share upon complete withdrawal from the
plan.
Safekeeping of Stock Certificates. If you wish, you may send
any WEC Energy Group stock certificates you currently hold to the
plan administrator for safekeeping. This is also referred to as a
custodial service. Your certificated shares of WEC Energy Group
stock will be credited to your plan account and reflected in your
account statement. Safekeeping is beneficial to you because you no
longer bear the risk and cost associated with loss, theft or
destruction of stock certificates.
If you elect this optional service, please use registered or
insured mail to send your stock certificates to the plan
administrator at the following address: Computershare, 462 South
4th Street, Suite 1600, Louisville, KY 40202. You must include
written instructions indicating that these shares are to be placed
in your plan account. Do not endorse the stock certificates. You
bear the risk of loss in transit, and we urge you to use a delivery
system with a tracking mechanism to protect your investment.
13. Can shares of WEC Energy
Group stock held in my plan account be used as collateral for a
loan?
You may not use shares of WEC Energy Group stock held in your plan
account as collateral for a loan. If you wish to use the shares as
collateral, you must request the plan administrator to issue you a
stock certificate for the shares in your name. Stock certificates
for a fractional share will not be issued under any
circumstances.
14. How can I sell my shares
held in the plan?
You may request the plan administrator to sell all or a portion of
the shares in your Stock Plus account. You have four choices when
making a sale, depending on how you submit your sale request, as
follows:
Market Order: A market order is a request to sell shares
promptly at the current market price. Market order sales are only
available at www.computershare.com/investor or by calling the plan
administrator directly at (800) 558-9663. Market order sale
requests received at www.computershare.com/investor or by telephone
will be placed promptly upon receipt during market hours (normally
9:30 a.m. to 4:00 p.m. Eastern Time). Any orders received
after 4:00 p.m. Eastern time will be placed promptly on the
next day the market is open. Depending on the number of shares
being sold and current trading volume in the shares, a market order
may only be partially filled or not filled at all on the trading
day in which it is placed, in which case the order, or remainder of
the order, as applicable, will be cancelled at the end of such day.
To determine if your shares were sold, you should check your
account online at www.computershare.com/investor or call the plan
administrator directly at (800) 558-9663. If your market order sale
was not filled and you still want the shares sold, you will need to
re-enter the sale request. The price shall be the market price of
the sale obtained by the plan administrator's broker, less service
and processing fees.
Batch Order: A batch order is an accumulation of all sale
requests for a security submitted together as a collective request.
Batch orders are submitted on each market day, assuming there are
sale requests to be processed. Sale instructions for batch orders
received by the plan administrator will be processed no later than
five business days after the date on which the order is received
(except where deferral is required under applicable federal or
state laws or regulations), assuming the applicable market is open
for trading and sufficient market liquidity exists. All sales
requests received in writing will be submitted as batch order
sales. The plan administrator will cause your shares to be sold on
the open market within five business days of receipt of your
request. To maximize cost savings for batch order sales requests,
the plan administrator may combine each selling participant's
shares with those of other selling participants. In every case of a
batch order sale, the price to each selling participant shall be
the weighted average price obtained by the plan administrator's
broker for each aggregate order placed by the plan administrator
and executed by the broker, less service and processing fees.
Day Limit Order: A day limit order is an order to sell
securities when and if they reach a specific trading price on a
specific day. The order is automatically cancelled if the price is
not met by the end of that day (or, for orders placed after-market
hours, the next day the market is open). Depending on the number of
securities being sold and the current trading volume in the
securities, such an order may only be partially filled, in which
case the remainder of the order will be cancelled. The order may be
cancelled by the applicable stock exchange, by the plan
administrator at its sole discretion or, if the plan
administrator’s broker has not filled the order, at your request
made online at www.computershare.com/investor or by calling the
plan administrator directly at (800) 558-9663.
Good-‘Til-Cancelled (“GTC”) Limit Order: A GTC limit order
is an order to sell securities when and if the securities reach a
specific trading price at any time while the order remains open
(generally up to 30 days). Depending on the number of securities
being sold and current trading volume in the securities, sales may
be executed in multiple transactions and over more than one day. If
an order trades for more than one day during which the market is
open, a separate fee will be charged for each such day. The order
(or any unexecuted portion thereof) is automatically cancelled if
the trading price is not met by the end of the order period. The
order may be cancelled by the applicable stock exchange, by the
plan administrator at its sole discretion or, if the plan
administrator’s broker has not filled the order, at your request
made online at www.computershare.com/investor or by calling the
plan administrator directly at (800) 558-9663.
All per share fees include any brokerage commissions the plan
administrator is required to pay. Any fractional share will be
rounded up to a whole share for purposes of calculating the per
share fee. The plan administrator may, under certain circumstances,
require a transaction request to be submitted in writing. Please
contact the plan administrator to determine if there are any
limitations applicable to your particular sale request.
Proceeds are normally paid by check, which are distributed within
24 hours after your sale transaction has settled. Processing fees
and other expenses of the sale, including any service charge, and
any transfer tax, if applicable, will be deducted from the sale
proceeds. Please see Appendix A for charges and fees that
apply.
If you elect to sell shares online at
www.computershare.com/investor, you may utilize Computershare’s
international currency exchange service to convert your sale
proceeds to your local currency prior to being sent to you.
Receiving your sales proceeds in a local currency and having your
check drawn on a local bank avoids the time consuming and costly
“collection” process required for cashing U.S. dollar checks. This
service is subject to additional terms and conditions and fees,
which you must agree to online.
The plan administrator reserves the right to decline to process a
sale if it determines, in its sole discretion, that supporting
legal documentation is required. In addition, no one will have any
authority or power to direct the time or price at which shares for
the program are sold (except for prices specified for day limit
orders or GTC limit orders), and no one, other than Computershare,
will select the broker(s) or dealer(s) through or from
whom sales are to be made.
If your participation option includes dividend reinvestment and
you request that all of your shares be sold and your request is
received after the record date but before the dividend payment
date, the plan administrator, in its sole discretion, may either
pay such dividend in cash or reinvest it in shares on your behalf.
If such dividend is reinvested, the plan administrator may sell the
shares purchased and remit the proceeds to you, less any processing
fee, any service fee and any applicable taxes. However, until and
unless the plan administrator sells these reinvested shares, any
dividends payable on these shares will continue to be reinvested
pursuant to the terms of the plan. Therefore, if you request that
all of your shares be sold after the record date but before the
dividend payment date, your account may continue to receive
dividend reinvestments even after your sale request is
processed.
The price of WEC Energy Group’s common stock may rise or fall
during the period between requesting a sale and the actual sale.
Instructions to the plan administrator to sell shares are binding
and may not be revoked.
As noted above, if you are selling your plan shares of WEC Energy
Group common stock, you should be aware that prices for WEC Energy
Group stock may fall during the period between your request for
sale, its receipt by the plan administrator, and the ultimate sale
of your shares on the open market. This risk is borne solely by you
and should be carefully evaluated.
The plan is designed for the long-term investor and does not afford
you the same flexibility as an account with a stockbroker in this
respect. If you prefer, you may choose to sell your shares through
a stockbroker of your choice, in which case you should contact your
broker about transferring shares from your plan account to your
brokerage account. You may be charged a fee by your broker.
15. Can I transfer shares that
I hold in the plan to someone else?
Yes, you may transfer ownership of some or all of your shares held
through Stock Plus. Please visit the Computershare Transfer Wizard
at www.computershare.com/transferwizard. The Transfer Wizard will
guide you through the transfer process, assist you in completing
the transfer form, and identify other necessary documentation you
may need to provide.
You may transfer shares to new or existing WEC Energy Group
stockholders. However, a new Stock Plus account will not be opened
for a transferee as a result of a transfer of less than one full
share. If you open a new Stock Plus account for a transferee, you
must include an enrollment form with the gift/transfer
instructions.
16. I’ve just moved. How can
I request a change of address or update other personal
data?
It is important that our records contain your most up-to-date
personal data. If you need to request a change of address or update
other personal data, please write or call the plan administrator or
visit the plan administrator’s web site. If you are an electric
service or gas customer of one of WEC Energy Group’s subsidiaries,
changing your billing address is not sufficient to change your
stockholder account address.
17. How do I change or
terminate my participation in the plan?
You may withdraw or sell a portion of your shares in the plan
without terminating participation. To change your method of
participation, or to terminate participation, you may use the stub
on your account statement, write a letter to the plan
administrator, call the plan administrator, or visit the plan
administrator’s web site. You may request a stock certificate for
the shares held in the plan or request that the shares be sold.
If your participation option includes dividend reinvestment and
you request to terminate your participation in the plan and your
request is received after the record date but before the dividend
payment date, the plan administrator, in its sole discretion, may
either pay such dividend in cash or reinvest it in shares on your
behalf. If such dividend is reinvested, the plan administrator may
sell the shares purchased and remit the proceeds to you, less any
processing fee, any service fee and any applicable taxes. However,
until and unless the plan administrator sells these reinvested
shares, any dividends payable on these shares will continue to be
reinvested pursuant to the terms of the plan. Therefore, if you
request to terminate participation in the plan after the record
date but before the dividend payment date, your account may
continue to receive dividend reinvestments even after your
withdrawal from the plan is processed.
18. Who is the plan
administrator and how do I contact them?
The plan administrator is Computershare Trust Company, N.A. You may
contact them as follows:
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· |
Visit www.computershare.com/investor, where you can view share
balances, market value, tax documents and account statements,
request electronic delivery of documents, review answers to
frequently asked questions and perform many transactions. |
WEC Energy Group, Inc. c/o Computershare
P.O. Box 50500
Louisville, KY40233-5000
|
· |
Call the plan administrator at (800) 558-9663. Service
representatives are available from 8 a.m. to 8
p.m. Eastern time on business days. An automated
voice-response system also provides information 24 hours a day, 7
days a week. |
You may use the tear-off portion of your account statement and mail
it to the plan administrator at the address above for sales,
liquidations, share deposits and withdrawals.
19. What reports will I
receive?
You will receive easy-to-read statements of your account activity
after each investment or other transaction. You should retain these
statements in your records. In addition, you will receive the same
communications sent to all other holders of WEC Energy Group common
stock, such as annual reports and proxy statements. You will also
receive any Internal Revenue Service forms that may be required for
income tax purposes.
You can choose to receive your statements and other information
electronically by signing up for electronic communications. This
provides for fast, easy and secure 24/7 online access to your
future proxy materials, investment plan statements, tax documents
and more. Simply log on to Investor Center at
www.computershare.com/investor where step-by-step instructions will
prompt you through enrollment.
20. What if WEC Energy Group
issues a stock dividend or declares a stock split?
Your plan account will be credited with the appropriate number of
shares of WEC Energy Group common stock on the payment date. If you
prefer to receive a stock certificate, you may do so by notifying
the plan administrator after the payment date.
A stock dividend payable in other than WEC Energy Group common
stock will be paid to you and not credited to your plan
account.
21. How do I vote my Stock
Plus shares at stockholders’ meetings?
Shares of WEC Energy Group common stock held for you by the plan
administrator will be voted as you direct. If you hold shares in
Stock Plus on the record date for any WEC Energy Group annual or
special meeting of stockholders, you will receive proxy materials,
including a proxy card which you may use to vote all shares held in
your Stock Plus account and any shares for which you hold a stock
certificate.
You may vote your shares by mail, telephone or on the Internet as
directed in the proxy statement or on the proxy card. If you do not
return your proxy card, or vote by telephone or Internet, none of
your shares will be voted.
22. Can the plan be changed
or discontinued?
WEC Energy Group may amend, modify, suspend or terminate the plan
at any time, including the period between a record date and a
dividend payment date. As appropriate, participants will receive
notice of any material amendment or modification, or of any
suspension or termination.
Upon termination of the plan, you will be mailed any optional cash
investments received and not invested, whole shares will continue
to be credited in book entry to your plan account, and you will be
mailed a check for any fractional share. However, if WEC Energy
Group terminates the plan to establish a new plan, you will
automatically be enrolled in the successor plan, and shares of WEC
Energy Group stock credited to your plan account will automatically
be transferred to the successor plan.
The plan administrator may terminate your Stock Plus account if you
do not maintain at least one whole share in your account. In the
event your Stock Plus account is terminated for this reason, a
check for the cash value of the fractional share will be sent to
you and your account will be closed.
23. Who interprets the
plan?
WEC Energy Group will determine any question of interpretation
arising under the plan, and our determination will be final. WEC
Energy Group and/or the plan administrator may adopt rules or
practices to facilitate the administration of the plan.
24. What law governs the
plan?
The terms and conditions of the plan and its operations will be
governed by the laws of the State of Wisconsin.
25. What are the
responsibilities of WEC Energy Group and the plan administrator
under Stock Plus?
Neither WEC Energy Group nor the plan administrator will be liable
for any act done in good faith or for any good faith omission to
act, including, without limitation, any claim or liability:
|
· |
with respect to the prices at which shares of WEC Energy Group
stock are purchased or sold for your plan account and the times
when such purchases or sales are made; |
|
· |
for any fluctuation in the market value after purchases or
sales of shares of WEC Energy Group stock; or |
|
· |
for continuation of your plan participation until the plan
administrator receives written notice of your death accompanied by
your estate’s request to discontinue participation. |
In no event shall WEC Energy Group the plan administrator or their
agents have any liability as to any inability to purchase shares or
as to the timing of any purchase. WEC Energy Group and the plan
administrator provide no advice and make no recommendation with
respect to your purchases and sales of WEC Energy Group stock. Your
decision to purchase or sell WEC Energy Group stock must be made by
you based upon your own research and judgment.
You should recognize that neither WEC Energy Group nor the plan
administrator can assure you of a profit or protect you against a
loss on shares purchased through the plan.
FEDERAL INCOME TAX CONSEQUENCES
OF PARTICIPATING IN THE PLAN
The following is a summary of the principal U.S. federal income tax
consequences if you are a U.S. resident participating in the
plan:
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· |
Your dividends reinvested under the plan are treated for U.S.
federal income tax purposes as taxable income received by you on
the dividend payment date even though the dividends are used to
purchase additional shares. You will receive an annual statement
(Form 1099-DIV) from the plan administrator reflecting your
reinvested dividend income. |
|
· |
Your holding period for shares acquired pursuant to the plan
will begin on the day after shares are allocated to your
account. |
|
· |
The tax basis of shares purchased through the plan, whether on
the open market or directly from WEC Energy Group, will be the
amount you paid for the shares through the reinvestment of
dividends or by optional cash investments. You should retain
your account statements in your records so that you are able to
determine the tax basis for shares purchased under the
plan. |
|
· |
Upon a sale of either a portion or all of your shares purchased
through the plan, you will realize a gain or loss based on the
difference between the net sale proceeds you receive and your tax
basis in the shares sold, including any fractional share. |
The plan administrator will provide you with Internal Revenue
Service Form W-9 for you to provide your taxpayer
identification number (“TIN”) to the plan administrator so that
your stock sales proceeds and dividends reinvested for you will not
be subject to back-up withholding tax of 24%. If you fail to
provide a TIN, the plan administrator must withhold tax from the
amount of any dividends paid on your shares of WEC Energy Group
stock and from any proceeds arising from the sale of your WEC
Energy Group stock held in your plan account.
Plan participants who are non-resident aliens or non-U.S.
corporations, partnerships or other entities (each a “Foreign Plan
Participant”) will be subject to U.S. federal income tax
withholding at a 30% rate under Chapter 3 of the Internal Revenue
Code of 1986, as amended (the “Code”), on the gross amount of
certain payments of U.S. source income including dividends, unless
the beneficial owner of the payment demonstrates that it is
entitled to a reduced rate of, or exemption from, withholding tax
under an income tax treaty by providing the relevant Form W-8.
Accounts owned by certain foreign entities that fail to comply with
various U.S. information reporting and due diligence requirements
(generally relating to ownership by U.S. persons of interests in or
accounts with those entities) under Chapter 4 of the Code,
frequently referred to as "FATCA," may be subject to 30%
withholding on all applicable U.S. sourced income, including
dividends, which is applied in lieu of Chapter 3 withholding. An
intergovernmental agreement between the United States and an
applicable foreign country may modify these requirements. Foreign
Plan Participants should consult their tax advisors or counsel as
to which tax certification form they are required to provide and
for more specific information regarding U.S. federal income tax
withholding requirements under Chapters 3 and 4 (FATCA) of the
Code.
If you do not reside in the United States, income tax consequences
may vary from jurisdiction to jurisdiction. If you are a Foreign
Plan Participant whose dividends are subject to U.S. income tax
withholding, the appropriate amount will be withheld. Any balance
of your earned dividend after applicable tax withholding will be
used to purchase additional shares.
Under current U.S. federal income tax law the maximum rate of U.S.
federal income tax imposed on most dividends received by
individuals (known as “Qualified Dividends”) is 20%, 15% or 0%
depending on the individual’s tax bracket (the “Reduced Rate”). In
order to be eligible for the Reduced Rate, an individual
shareholder must own WEC Energy Group common stock for more than 60
days during the 121-day period beginning 60 days before the
ex-dividend date. A special loss rule applies if you receive
an “extraordinary dividend” with respect to WEC Energy Group common
stock which is entitled to the Reduced Rate. If you receive, with
respect to any share of WEC Energy Group stock, Qualified Dividend
income from one or more dividends which are extraordinary dividends
(a dividend which equals or exceeds 10% of your tax basis in that
share of stock), any loss on the subsequent sale or exchange of
that share will, to the extent of such dividends, be treated as
long-term capital loss. Further, dividends entitled to the Reduced
Rate are not treated as “investment income” under section
163(d) of the Internal Revenue Code, which allows a
non-corporate taxpayer to deduct investment interest expense to the
extent of his or her investment income. Dividends on WEC Energy
Group shares, however, will be treated as investment income if you
elect not to report the income as a Qualified Dividend. The top
individual tax rate on adjusted net capital gains associated with
sales and exchanges of capital assets is 20% (0% for individuals in
the lower tax brackets). You should consult your tax advisor
regarding the specific tax consequences to you from the receipt of
dividends or sales proceeds with respect to your stock in the
plan.
The above is a summary based upon current U.S. federal income
tax law and regulations, which are subject to change from time to
time, possibly with retroactive effect, and does not reflect every
possible situation that could result from your participation in the
plan. The above rules may not apply to certain participants in
the plan, such as tax-exempt entities and foreign stockholders. You
are urged to consult your own tax advisor to determine the
particular federal, state and local tax consequences which may
result from your participation in the plan and the subsequent
disposition of shares of WEC Energy Group common stock purchased
within the plan. This summary is not binding on the Internal
Revenue Service and no ruling has been or will be sought from the
IRS regarding the tax consequences of participation in the
plan.
IMPORTANT
CONSIDERATIONS
The purpose of the plan is to provide a useful service for WEC
Energy Group stockholders. We are not recommending that you buy or
sell WEC Energy Group stock. You should use the plan only after you
have independently researched your investment decision.
The value of WEC Energy Group stock may go up or down from time to
time. Plan accounts are not insured by the Securities Investor
Protection Corporation, the Federal Deposit Insurance Corporation
or anyone else.
The plan does not have any effect on the dividend policy of WEC
Energy Group, which is subject to the discretion of WEC Energy
Group’s board of directors. There can be no assurance as to the
declaration of future dividends, or the rate at which dividends may
be paid, since they necessarily depend upon WEC Energy Group’s
future earnings, financial requirements and other factors.
USE OF PROCEEDS
We do not receive any proceeds from shares acquired by the
administrator in the open market. If the plan administrator begins
purchasing shares for the plan directly from WEC Energy Group, we
expect to use the net proceeds we receive from these purchases for
general corporate purposes.
WHERE YOU CAN FIND MORE
INFORMATION
We file annual, quarterly and special reports, as well as
registration and proxy statements and other information with the
SEC. Our SEC filings are available to the public over the Internet
at the SEC’s web site at http://www.sec.gov and through our own web
site at www.wecenergygroup.com. Other information on, or accessible
from, our web site is not a part of, and is not incorporated by
reference in, this prospectus.
The SEC allows us to “incorporate by reference” into this
prospectus the information we file with the SEC, which means we can
disclose important information to you by referring you to
documents. The information we have incorporated by reference is an
important part of this prospectus, and information that we file
later with the SEC will automatically update and supersede this
information. At the date of this prospectus, we incorporate by
reference the documents listed below that we have filed with the
SEC and any future filings we make with the SEC under Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act until the
termination of this offering or until we sell all of the securities
covered by this prospectus.
|
· |
Our Current Reports on Form 8-K filed on January 31, 2020, March 25, 2020, March 31, 2020, April 2, 2020, April 20, 2020, May 8, 2020, May 21, 2020, July 2, 2020, September 17, 2020, and
October 9, 2020; and |
|
· |
the description of our common stock contained in
Exhibit 4.2 to our Annual Report on Form 10-K for the
year ended December 31, 2019, and all amendments and reports
filed for the purpose of updating that description. |
No information furnished under Items 2.02 or 7.01 of any current
report on Form 8-K will be incorporated by reference in this
prospectus unless specifically stated otherwise. Any statement
contained in a document incorporated or deemed to be incorporated
by reference in this prospectus shall be deemed to be modified or
superseded for purposes of this prospectus to the extent that a
statement contained in this prospectus or in any other subsequently
filed document which also is or is deemed to be incorporated by
reference in this prospectus modifies or supersedes such statement.
Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this
prospectus.
You may request a copy of these documents at no cost by writing or
telephoning:
WEC Energy Group, Inc.
Stockholder Services
231 West Michigan Street
P.O. Box 1331
Milwaukee, Wisconsin 53201-1331
Telephone: (800) 881-5882
LEGAL MATTERS
Joshua M. Erickson, Director – Legal Services – Corporate and
Finance of WEC Energy Group, has passed upon the legality of the
shares of WEC Energy Group common stock that may be issued under
the plan. Mr. Erickson is a full- time employee of WEC Energy
Group and beneficially owns, and has options to acquire, shares of
WEC Energy Group common stock.
EXPERTS
The consolidated financial statements, and the related financial
statement schedules, incorporated in this prospectus by reference
from WEC Energy Group’s Annual Report on Form 10-K for the
year ended December 31, 2019, and the effectiveness of WEC
Energy Group’s internal control over financial reporting have been
audited by Deloitte & Touche LLP, an independent
registered public accounting firm, as stated in their reports,
which are incorporated herein by reference. Such consolidated
financial statements and financial statement schedules have been so
incorporated in reliance upon the reports of such firm given upon
their authority as experts in accounting and auditing.
APPENDIX A FEE SCHEDULE
|
Minimum and Maximum Investment Amounts |
|
Amount |
|
| Initial
enrollment in plan—new investors |
|
$ |
250 |
|
| Additional
investments—optional payments |
|
$ |
25 per
investment |
|
| Additional
investments—automatic monthly investments |
|
$ |
25 per month |
|
|
Maximum investments |
|
$ |
10,000 per
transaction |
|
| |
|
$ |
100,000 per calendar
year |
|
|
Number of automatic monthly investments in lieu of minimum initial
enrollment amount |
|
|
Not applicable |
|
| |
|
Service |
|
|
Participant Fees |
|
Charge |
|
|
Processing Fee |
|
One-time account setup fee |
|
$ |
0 |
|
|
|
|
Reinvestment of dividends |
|
5% of the
amount reinvested, up to a
maximum of $5.00 |
|
|
|
|
Optional cash investments by check or one-time bank debit |
|
$ |
5 |
|
|
$.05
per share1 |
|
Automatic monthly investments (electronic debits) |
|
$ |
2.50 |
|
|
$.05
per share1 |
|
Issuance of stock certificates |
|
$ |
15
per certificate |
|
|
|
|
Safekeeping of stock certificates |
|
$ |
0 |
|
|
|
| Batch
order sale of plan shares |
|
$ |
25 |
|
|
$0.12
per share1 |
| Market
order sale of plan shares |
|
$ |
25 |
|
|
$0.12
per share1 |
| Limit
order sale of plan shares |
|
$ |
25 |
|
|
$0.12
per share1 |
| Good
til-cancelled sale of plan shares |
|
$ |
25 |
|
|
$0.12
per share1 |
|
Returned funds (insufficient funds or closed bank accounts) |
|
$ |
35 |
|
|
|
|
Replacement statements (more than 2 years old) |
|
$ |
20 |
|
|
|
1
All per share processing fees include any brokerage
commissions that the plan administrator is required to pay. Any
fractional share will be rounded up to a whole share for purposes
of calculating the per share fee.
An additional fee of $15.00 will be charged if the assistance of a
Customer Service Representative is required when selling shares or
issuing stock certificates.
The company reserves the right to change minimum or maximum
investment amounts or to add or modify fees upon proper notice to
plan participants.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
|
Item 14. |
Other Expenses of Issuance and
Distribution. |
The following table sets forth the costs and expenses, other than
underwriting discounts and commissions, payable by the registrant
in connection with the offering of the securities being
registered.
|
SEC registration fee |
|
$ |
26,937 |
|
| Legal
fees and expenses |
|
|
15,000 |
* |
|
Accountant’s fees and expenses |
|
|
12,000 |
* |
|
Printing and preparation of registration statement, etc. |
|
|
5,000 |
* |
|
Miscellaneous |
|
|
1,000 |
* |
| |
|
|
|
|
| Total |
|
$ |
59,937 |
* |
*Estimated
| Item 15. |
Indemnification of
Directors and Officers. |
WEC Energy Group, Inc. (“WEC”) is incorporated under the
Wisconsin Business Corporation Law (the “WBCL”).
Under Section 180.0851(1) of the WBCL, WEC is required to
indemnify a director or officer, to the extent such person is
successful on the merits or otherwise in the defense of a
proceeding, for all reasonable expenses incurred in the proceeding
if such person was a party because he or she was a director or
officer of WEC. In all other cases, WEC is required by
Section 180.0851(2) to indemnify a director or officer
against liability incurred in a proceeding to which such person was
a party because he or she was a director or officer of WEC, unless
it is determined that he or she breached or failed to perform a
duty owed to WEC and the breach or failure to perform constitutes:
(i) a willful failure to deal fairly with WEC or its
shareholders in connection with a matter in which the director or
officer has a material conflict of interest; (ii) a violation
of criminal law, unless the director or officer had reasonable
cause to believe his or her conduct was lawful or no reasonable
cause to believe his or her conduct was unlawful; (iii) a
transaction from which the director or officer derived an improper
personal profit; or (iv) willful misconduct.
Section 180.0858(1) of the WBCL provides that, subject to
certain limitations, the mandatory indemnification provisions do
not preclude any additional right to indemnification or allowance
of expenses that a director or officer may have under WEC’s
Restated Articles of Incorporation or Bylaws, any written agreement
or a resolution of the Board of Directors or shareholders.
Section 180.0859 of the WBCL provides that it is the public
policy of the State of Wisconsin to require or permit
indemnification, allowance of expenses and insurance to the extent
required or permitted under Sections 180.0850 to 180.0858 of the
WBCL, for any liability incurred in connection with a proceeding
involving a federal or state statute, rule or regulation
regulating the offer, sale or purchase of securities.
Section 180.0828 of the WBCL provides that, with certain
exceptions, a director is not liable to a corporation, its
shareholders, or any person asserting rights on behalf of the
corporation or its shareholders, for damages, settlements, fees,
fines, penalties or other monetary liabilities arising from a
breach of, or failure to perform, any duty resulting solely from
his or her status as a director, unless the person asserting
liability proves that the breach or failure to perform constitutes
any of the four exceptions to mandatory indemnification under
Section 180.0851(2) referred to above.
Under Section 180.0833 of the WBCL, directors of WEC against
whom claims are asserted with respect to the declaration of
improper dividends or distributions to shareholders or certain
other improper acts which they approved are entitled to
contribution from other directors who approved such actions and
from shareholders who knowingly accepted an improper dividend or
distribution, as provided therein.
Articles V and VI of WEC’s Bylaws provides that WEC will indemnify
to the fullest extent permitted by law any person who is or was a
party or threatened to be made a party to any legal proceeding by
reason of the fact that such person is or was a director or officer
of WEC, or is or was serving at the request of WEC as a director or
officer of another enterprise, against expenses (including attorney
fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by the person in connection with such legal
proceeding. WEC’s Restated Articles of Incorporation and Bylaws do
not limit the indemnification to which directors and officers are
entitled under the WBCL.
Officers and directors of WEC are covered by insurance policies
purchased by WEC under which they are insured (subject to
exceptions and limitations specified in the policies) against
expenses and liabilities arising out of actions, suits or
proceedings to which they are parties by reason of being or having
been such directors or officers.
Exhibit
(a) The
undersigned registrant hereby undertakes:
(1) To
file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To
include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To
reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set
forth in the registration statement. Notwithstanding the foregoing,
any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form
of prospectus filed with the SEC pursuant to Rule 424(b), if,
in the aggregate, the changes in volume and price represent no more
than 20 percent change in the maximum aggregate offering price set
forth in the “Calculation of Registration Fee” table in the
effective registration statement.
(iii) To
include any material information with respect to the plan of
distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement;
Provided, however,
that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of
this section do not apply if the information required to be
included in a post-effective amendment by those paragraphs is
contained in reports filed with or furnished to the SEC by the
registrant pursuant to section 13 or section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference
in the registration statement, or is contained in a form of
prospectus filed pursuant to Rule 424(b) that is part of
the registration statement.
(2) That,
for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(3) To
remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the
termination of the offering.
(4) That,
for the purpose of determining liability under the Securities Act
of 1933 to any purchaser:
(i) Each
prospectus filed by the registrant pursuant to
Rule 424(b)(3) shall be deemed to be part of the
registration statement as of the date the filed prospectus was
deemed part of and included in the registration statement;
and
(ii) Each
prospectus required to be filed pursuant to Rule 424(b)(2),
(b)(5), or (b)(7) as part of a registration statement in
reliance on Rule 430B relating to an offering made pursuant to
Rule 415(a)(1)(i), (vii), or (x) for the purpose of
providing the information required by section 10(a) of the
Securities Act of 1933 shall be deemed to be part of and included
in the registration statement as of the earlier of the date such
form of prospectus is first used after effectiveness or the date of
the first contract of sale of securities in the offering described
in the prospectus. As provided in Rule 430B, for liability
purposes of the issuer and any person that is at that date an
underwriter, such date shall be deemed to be a new effective date
of the registration statement relating to the securities in the
registration statement to which that prospectus relates, and the
offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof. Provided,
however, that no statement made in a registration statement or
prospectus that is part of the registration statement or made in a
document incorporated or deemed incorporated by reference into the
registration statement or prospectus that is part of the
registration statement will, as to a purchaser with a time of
contract of sale prior to such effective date, supersede or modify
any statement that was made in the registration statement or
prospectus that was part of the registration statement or made in
any such document immediately prior to such effective
date.
(5) That,
for the purpose of determining liability of the registrant under
the Securities Act of 1933 to any purchaser in the initial
distribution of the securities:
The undersigned registrant
undertakes that in a primary offering of securities of the
undersigned registrant pursuant to this registration statement,
regardless of the underwriting method used to sell the securities
to the purchaser, if the securities are offered or sold to such
purchaser by means of any of the following communications, the
undersigned registrant will be a seller to the purchaser and will
be considered to offer or sell such securities to such
purchaser:
(i) Any
preliminary prospectus or prospectus of the undersigned registrant
relating to the offering required to be filed pursuant to
Rule 424;
(ii) Any
free writing prospectus relating to the offering prepared by or on
behalf of the undersigned registrant or used or referred to by the
undersigned registrant;
(iii) The
portion of any other free writing prospectus relating to the
offering containing material information about the undersigned
registrant or its securities provided by or on behalf of the
undersigned registrant; and
(iv) Any
other communication that is an offer in the offering made by the
undersigned registrant to the purchaser.
(b) The
undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933 each
filing of the registrant’s annual report pursuant to
Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan’s annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934)
that is incorporated by reference in this registration statement
shall be deemed to be a new registration statement relating to the
securities offered herein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
(c) Insofar
as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the provisions described
under Item 15 above, or otherwise, the registrant has been advised
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful defense
of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities
being registered, the registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-3 and
has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City
of Milwaukee, State of Wisconsin, on October 19, 2020.
| |
WEC ENERGY
GROUP, INC. |
| |
|
|
| |
By: |
/s/
J. Kevin Fletcher |
| |
|
J.
Kevin Fletcher |
| |
|
President
and Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in
the capacities and on the date indicated:
Signature
|
/s/
J. Kevin Fletcher |
|
|
J. Kevin
Fletcher, President and Chief Executive Officer, and Director
(Principal Executive Officer) |
| |
|
|
* |
|
|
Xia Liu,
Executive Vice President and Chief Financial Officer (Principal
Financial Officer) |
| |
|
|
* |
|
| William
J. Guc, Vice President and Controller (Principal Accounting
Officer) |
|
| |
|
|
* |
|
| Gale
E. Klappa, Executive Chairman and Director |
|
| |
|
|
* |
|
| Patricia
W. Chadwick, Director |
|
| |
|
|
* |
|
| Curt
S. Culver, Director |
|
| |
|
|
* |
|
| Danny
L. Cunningham, Director |
|
| |
|
|
* |
|
| William
M. Farrow, III, Director |
|
| |
|
|
* |
|
| Thomas
J. Fischer, Director |
|
| |
|
|
* |
|
| Maria
C. Green, Director |
|
| |
|
|
* |
|
| Henry
W. Knueppel, Director |
|
| |
|
|
* |
|
| Thomas
K. Lane, Director |
|
| |
|
|
* |
|
| Ulice
Payne, Jr., Director |
|
| |
|
|
* |
|
| Mary
Ellen Stanek, Director |
|
| *
By: |
/s/
Anthony Reese |
|
| |
Anthony
Reese |
|
| |
Attorney-in-Fact |
|
| |
|
|
| |
Date:
October 19, 2020 |
|
